MENLO ACQUISITION CORP
8-K, 1999-03-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                     SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8 - K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                       Securities and Exchange Act of 1934

       Date of Report (Date of earliest event reported) March 10, 1999
                             ----------------------
                 MENLO ACQUISITION CORP. FDBA FOCUS SURGERY, INC
 ------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                          DELAWARE               0-22136         77-0332937
- -------------------------------------------------------------------------------
 (State or other jurisdiction of incorporation) (Commission File (IRS Employer
                                                 Number)     Identification No.)
                   100 Misty Lane Parsippany, NJ         07054
- -------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (793) 560-1400
- -------------------------------------------------------------------------------

                     113 Tynan Way, Portola Valley, CA 94028
- --------------------------------------------------------------------------------
                   (Former name or former address, if changed
                               since last report.)

<PAGE>

                                                  
Item 1.  Changes in Control of Registrant.
Item 2.  Acquisition or Disposition of Assets.
Item 3.  Bankruptcy or Receivership.

As previously reported, on February 9, 1996, the Registrant filed for protection
under Chapter 11 of the federal  bankruptcy laws in the United States Bankruptcy
Court, Northern District of California,  Oakland Division (Case No. 96-41107-N).
As also previously  reported,  the bankruptcy  court entered an order on October
28, 1998 confirming the Registrant's  Second Amended Plan of Reorganization (the
"Plan"),  a copy of which was filed as an  Exhibit to the  Registrant's  Current
Report on Form 8-K dated November 20, 1998. On March 10, 1999, Menlo Acquisition
Corp. completed the purchase of Environmental Waste Management Associates,  LLC,
Environmental  Waste  Management   Associates,   Inc.,   Integrated   Analytical
Laboratories, LLC and Integrated Analytical Laboratories, Inc.

Pursuant to the Plan,  as described  more fully in the Debtor's  Second  Amended
Disclosure  Statement  filed  August  12,  1998  and  approved  by  order of the
bankruptcy  court filed August 26, 1998 (the "Disclosure  Statement"),  upon the
closing of the Registrant's acquisition of the entities and businesses described
for securities  representing 95% of all the issued and outstanding shares of the
Registrant  after  reorganization,  the executive  officers and directors of the
Registrant  were Richard S.  Greenberg,  Chairman and Chief  Operating  Officer,
Lawrence  B.  Seidman,  President,  General  Counsel  and  Director,  and George
Greenberg,  Secretary and Director. Information concerning the acquired entities
and businesses and the persons who serve as executive  officers and directors of
the Registrant after reorganization is set forth in the Disclosure Statement.

Item 4.  Changes in Registrant's Certifying Accountants.

The  unaudited  monthly  financial  information  the  Registrant  filed with the
bankruptcy  court  during the pendency of the Chapter 11  proceeding  were filed
with the Securities and Exchange  Commission  under cover of Form 8-K.  However,
the Registrant  did not engage an independent  accountant to audit its financial
statements,  since at least  February  9,  1996,  the date on which it filed for
protection under Chapter 11, almost three years ago.

As of January 19, 1999, a new  independent  accountant has been engaged to audit
the Registrant's  financial  statements:  J. H. Cohn LLP, 75 Eisenhower Parkway,
Roseland, NJ 07068. The new independent  accountant had no relationship with the
Registrant prior to the new engagement.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a),  (b)  Financial  information  with  respect to the  acquired  entities  and
businesses  is  set  forth  in  the  Disclosure  Statement.  Required  financial
statements and pro forma financial  information are not included in this report,
but will be filed within 60 days.
<PAGE>

(c) No exhibits are filed with this report.


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the  undersigned  hereunto
duly authorized.

                                             MENLO ACQUISITION CORP.


Date:   March 10, 1999                       By:/ss/Richard S. Greenberg
                                             --------------------------------
                                             Name:Richard S. Greenberg
                                             Title:Chairman, and Chief
                                                   Operating Officer
                                             



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